Zodiac Gold closes non-brokered private placement

Vancouver, British Columbia--(Newsfile Corp. - June 24, 2026) - Zodiac Gold Inc. (TSXV: ZAU) (OTCQB: ZAUIF) (FSE: K19) (" Zodiac Gold " or the " Company "), a West-African gold exploration company, announces that it has closed its previously announced non-brokered private placement (the "Offering") on June 24, 2026, rather than June 23, 2026, as previously announced. The Offering remains subject to final approval of the TSX Venture Exchange (the "TSXV"). The Offering closed with the issuance of 16,000,000 units (each, a " Unit ") at a price of C$0.35 per Unit, for gross proceeds of C$5,600,000.

Each Unit consists of one common share of the Company (a " Common Share ") and one-half of one common share purchase warrant (a " Warrant "). Each whole Warrant entitles the holder thereof to acquire one Common Share (a " Warrant Share ") for a period of 24 months from the date of issuance (subject to acceleration) (the " Expiry Date "), at an exercise price of C$0.54 per share. The Warrants include an acceleration feature: if, after four months following the issuance of the Warrants, the 30-day volume weighted average share price exceeds C$0.65, the Company shall provide notice accelerating the Expiry Date.

Upon receipt of such notice, holders will have 30 days to exercise their Warrants, after which any unexercised Warrants will expire at 4:00 p.m. (Vancouver time) on the specified date. No additional securities were issued in connection with the closing on June 24, 2026. All securities issued pursuant to the Offering remain subject to a statutory hold period expiring four months and one day from the date of issuance.

In connection with the Offering, the Company paid finder's fees of C$143,602.20 in cash and issued 398,860 compensation warrants (each, a " Compensation Warrant "). Each Compensation Warrant entitles the holder thereof to purchase one Common Share at an exercise price of C$0.35 for a period of 24 months from the date of issuance. The Compensation Warrants are non-transferable.

The Compensation Warrants and the Common Shares issuable upon the exercise of the Compensation Warrants are subject to a statutory hold period in accordance with applicable Canadian securities laws, expiring four months and one day from the date of issuance of the Compensation Warrants. The securities described herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the " U.S. Securities Act "), or any state securities laws, and accordingly, may not be offered or sold within the United States except in compliance with the registration requirements of the U.S. Securities Act and applicable state securities requirements or pursuant to exemptions therefrom. This press release does not constitute an offer to sell or a solicitation to buy any securities in any jurisdiction.

Insider Participation An insider participated in the closing of the Offering and subscribed for an aggregate of 55,399 Units for a total of C$19,389.65. Such participation is considered to be a "related party transaction" as defined under the policies of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (" MI 61-101 "). The Company has relied on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair market value (as determined under MI 61-101) of the Units acquired by the insider and the consideration paid by such insider does not exceed 25% of the Company's market capitalization.